Spahn v. Bielefeld & Spahn Co.

Citations

• 256 Pa. 543
• 100 A. 987
• 1917 Pa. LEXIS 655

Syllabus

<p>Jurisdiction> C. P. — Mandamus—Corporations — Officers — Removal.</p> <p>1. Where an officer of a corporation, who was lawfully elected to his seat, has been removed he may maintain a proceeding in mandamus to prevent his further unlawful exclusion from such office.</p> <p>2. A motion to quash a writ of alternative mandamus, which calls attention to defects in substance in the petition, is in effect an application to the court to reconsider its conclusion that the substance of a cause has been shown. The lower court has power to qntertain such a motion and to quash the writ if the substance of a case has not been shown.</p> <p>Corporations — Ministerial officers — President—Directors — Removal of president — Legality of directors’ action.</p> <p>3. Ministerial officers of a corporation, who are not elected by the corporation at large for stated terms, but who are appointed by the board of directors, have no franchise in their office and are re-' movable at the pleasure of the directors without the assignment of any cause, without the giving of any notice, and without trial or investigation into the grounds of removal.</p> <p>4. In mandamus proceedings to eomuel the reinstatement of the president of a corporation, who alleged that he had been unlawfully ousted from office, it appeared that a by-law of the corporation provided that “Any officer may be removed at any regular meeting of the board of directors, provided there be a majority of the total membership of the board in favor of such removal”; and that at a regular meeting of the board the president had been removed by a majority of the directors. Plaintiff contended that his removal was unlawful. The lower court awarded a writ of alternative mandamus. Held, the court properly quashed the writ upon motion of respondent.</p>